While I understand what you're saying, and it very well be true, I have to ask the question "why is it desireable to include the CEO or any member of management on the BoD?".

Recognizing the role of CEO and management v. the role of the BoD, it seems to me that having an intermingling of BoD membership and management is a problem.

The CEO is responsible for running the company and recommending actions necessitating BoD approval to the BoD. Other management assists the CEO in this endeavor.

The BoD oversees the actions of the CEO and management for consistency with their guidance and their overall effectiveness, and passes judgment on new initiatives submitted by the CEO for approval.

It just seems (even though there has been such intermingling, I believe, in the past) that such intermingling is not desireable, as it skews BoD decisionmaking as a voting group in favor or the CEO/management. Not that our BoD has demonstrated brilliant decisionmaking, but it seems counterintuitive to have a CEO in a situation where he himself has a vote on his own performance and/or desired initiatives.

JMHO,

SGE